ORDER MAKING FINDINGS AND
IMPOSING REMEDIAL SANCTIONS
BY DEFAULT AGAINST RESPONDENT
JETHRO J. BARLOW, CPA,

The Securities and Exchange Commission (Commission) instituted this proceeding on August 2, 1999, by an Order Instituting Proceedings (OIP), pursuant to Section 8A of the Securities Act of 1933 (Securities Act), Section 21C of the Securities Exchange Act of 1934 (Exchange Act), and Rule 102(e) of the Commission's Rules of Practice. The Commission granted the Division of Enforcement's (Division) request to amend the OIP (Amended OIP) on November 5, 1999.

The OIP was served on Respondent Jethro J. Barlow (Barlow), a certified public accountant (CPA), on August 12, 1999. The Amended OIP was served on Respondent Barlow on November 13, 1999. By the terms of the Amended OIP and Rule 220(b) of the Commission's Rules of Practice, 17 C.F.R. §201.220(b), Respondent's Answer was due on the latter of twenty days after the date of service of the Amended OIP or twenty days after the date of my December 15, 1999, Order. Thus far, Respondent Barlow has failed to file an Answer to the OIP, an Answer to the Amended OIP, or any other responsive pleading in this matter, including a response to the Division's Motion For Entry Of An Order Making Findings And Imposing Sanctions By Default Against Respondent Jethro J. Barlow, CPA, filed on December 13, 1999.

Pursuant to Rules 155(a)(2) and 220(f) of the Commission's Rules of Practice, 17 C.F.R. &SECT;&SECT;201.155(a)(2) and 220(f), a respondent who fails to file an Answer or otherwise defend the proceeding may be deemed in default. The administrative law judge may determine the proceeding against the Respondent upon consideration of the record, including the Amended OIP, the allegations of which may be deemed to be true.

Respondent Barlow is in default within the meaning of Rule 155(a). He has failed to file any Answer and has not otherwise defended this proceeding. See Rules 155(a)(2) and 220(f). Accordingly, I find the allegations in the Amended OIP are true:1

1. Dynamic American Corp. (Dynamic American), now a defunct corporation, was formed in 1961 and became a reporting company under Section 12(g) of the Exchange Act in March 1972 when its Form 10 registration statement with the Commission became effective. From June 1995 to at least November 1996, Dynamic American's affairs were directed from Robert G. Weeks' (R. Weeks), Kenneth L. Weeks' (K. Weeks) (collectively the Weeks) and David A. Hesterman's (Hesterman) offices in Salt Lake City, Utah.

2. Respondent Barlow resides in Colorado City, Arizona, which adjoins Hilldale, Utah. Barlow has been licensed as a CPA in Utah since 1976. Barlow acquired Dynamic American as a shell corporation in 1991 and served as its president from then to the present, except for a ten and one-half month period during which Alan K. Burton served as president. Barlow signed Dynamic American's March 31, 1995 Form 10-Q as the company's president and chief accounting officer. Barlow has also served as a director of Dynamic American since 1991. Barlow compiled financial statements for Dynamic American's U.S. mineral assets for inclusion in the company's periodic reports filed with the Commission. Barlow practiced before the Commission pursuant to Rule 102(f) of the Commission's Rules of Practice.

3. During the period from approximately June 1995 through November 1996, Barlow willfully violated Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, in that he, directly or indirectly, in connection with the offer, purchase or sale of securities, by the use of the mails and the means or instruments of transportation and communication in interstate commerce, and the means and instrumentalities of interstate commerce, employed devices, schemes or artifices to defraud; obtained money or property by means of, and made untrue statements of material fact or omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or engaged in acts, transactions, practices, or courses of business which operated as a fraud or deceit upon purchasers or sellers of securities, namely Dynamic American's stock.

4. As part of and in furtherance of the conduct described above in paragraph 3, Barlow made untrue statements of material facts and/or omitted to state material facts to the public, to investors, and to prospective investors. In this regard Barlow:

(a) failed to disclose that Dynamic American acquired certain Bolivian mineral properties from an affiliate in a non-arms-length transaction;

(b) baselessly valued the Bolivian mineral properties at approximately $40
million, and then later at approximately $38.6 million, in Dynamic
American's balance sheets included in the company's Form's 10-Q filed
with the Commission for the quarters ended June 30, 1995, and September 30, 1995, and its Form 10-K and 10-K/A filed with the Commission for the transition period ended September 30, 1995;

(c) baselessly valued certain U.S. mineral assets at approximately $4.3
million in Dynamic American's balance sheets included in the
company's Forms 10-K filed with the Commission for the periods ended
December 31, 1994, and September 30, 1995; Form 10-K/A for the
period ended September 30, 1995; and Forms 10-Q filed with the
Commission for the quarters ended March 31, 1995, June 30, 1995, and September 30, 1995;

(d) misrepresented the status of Dynamic American's operations in Bolivia,
ncluding the company's ability to fund its Bolivian operations, the
profitability of a tin smelter located on its Bolivian mineral properties, and the proven and probable reserves of certain minerals located on the
properties; and

(e) failed to disclose that Barlow and Dynamic American's other purported
officers and directors were figureheads acting at the direction of R.
Weeks, Hesterman and K. Weeks, the defacto officers and directors
of the company.

5. During the period from approximately August 1995 to November 1996, Barlow
violated Sections 5(a) and 5(c) of the Securities Act in that he, directly and indirectly, made use of the mails or other means or instruments of transportation or communication in interstate commerce to offer to sell, sell, and deliver after sale, to members of the public, certain securities, namely Dynamic American's stock, when no registration statement was filed or in effect as to the stock and no exemption from registration was available.

6. As part of and in furtherance of the conduct described above in paragraph 5,
from approximately July 1995 to September 1996, R. Weeks, Hesterman, and K. Weeks caused Dynamic American to issue approximately 50.55 million shares of Dynamic American's common stock to two offshore corporations that they controlled and to an individual. The stock was delivered into U.S. and Canadian brokerage accounts in the names of the offshore corporations, and over thirty-two million shares were then sold for proceeds of nearly $4 million. No registration statement concerning these sales was filed with the Commission and no exemption from registration was available for the sales. R. Weeks, Hesterman, and K. Weeks used some of the proceeds to pay for Dynamic American's operating expenses, but disbursed the majority of the proceeds to themselves, family members, personal and business acquaintances, and others. Barlow, in his capacity as a director of Dynamic American, repeatedly signed corporate resolutions instructing Dynamic American's transfer agent to issue stock to the offshore corporations.

7. At all relevant times, Dynamic American was an issuer of securities required to file periodic reports with the Commission pursuant to Section 13(a) of the Exchange Act.

8. Beginning in or about June 1995, Dynamic American violated Section 13(a) of the Exchange Act and Rules 13a-1, 13a-10, 13a-11, 13a-13, 12b-20, and 12b-25 thereunder in that:

(a) of the thirteen Forms 10-Q and five Forms 10-K required to be filed by Dynamic American since June 1995, none of these eighteen Forms was timely filed (four Forms were filed late by from 45 to 195 days, and fourteen Forms--all of the Forms required to be filed from the year ended December 31, 1995, to the quarter ended March 31, 1999--have never been filed), and the company failed to file notices of late filing for its tardy reports;

(b) as a result of the change in its fiscal year-end from December 31 to
September 30, Dynamic American was required, but failed, to file a
complete transition report on Form 10-K for the period ended September
30, 1995;

(c) Dynamic American failed to file current reports on Form 8-K triggered
by the company's change in control and its change in fiscal year; and
(d) Dynamic American filed materially false periodic reports with the
Commission and filed reports that, in addition to the information expressly required to be included in the report, failed to add such further material information as was necessary to make the required statements, in light of the circumstances under which they were made, not misleading, concerning, among other things, the number of shares outstanding as of the filing dates of each of its reports (in addition to providing the required
disclosure of the number of shares outstanding as of the applicable
period) and false and misleading disclosures about Dynamic American's
management, assets, and business operations, as described above in more
detail in subparagraphs 4(a)-(e).

9. Barlow caused Dynamic American's violations of Section 13(a) of the Exchange Act and Rules 13a-1, 13a-10, 13a-13, 12b-20, and 12b-25 thereunder because, in his capacity as an officer and director of Dynamic American, he signed late and/or false periodic reports described in subparagraphs 8(a) and 8(d) above. Barlow was also responsible for Dynamic American's failure to file: notices of late filing for its tardy periodic reports; annual or quarterly reports after the period ended September 30, 1995, as described in subparagraph 8(a) above; and a complete transition report on Form 10-K as described in subparagraph 8(b) above. In addition, Barlow caused violations of Rule 13a-11 of the Exchange Act stemming from Dynamic American's failure to file current reports on Form 8-K, as described in subparagraph 8(c) above.

10. Barlow, a CPA, compiled in-house financial statements for Dynamic American that were filed with the Commission as part of Dynamic American's March 31, 1995, June 30, 1995, and September 30, 1995, Forms 10-Q. These financial statements related to both the U.S. and Bolivian mineral assets. For Dynamic American's December 31, 1994, annual report and September 30, 1995, transition report on Forms 10-K, Barlow prepared financial statements relating to the company's U.S. mineral assets, obtained financial statements audited by a Bolivian accounting firm for two of the four Bolivian mining properties, and delivered all of these documents to Dynamic American's U.S. auditors.

11. Barlow engaged in improper professional conduct by failing to assure that the financial statements for Dynamic American that he prepared and which he knew would be incorporated into Dynamic American's Commission filings were prepared in accordance with generally accepted accounting principles, in that the financial statements failed to properly value: (a) the Bolivian mineral properties obtained by Dynamic American in exchange for preferred stock and (b) the U.S. mineral assets obtained by Dynamic American in several non-monetary transactions.

The Division requests that, pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act, Respondent Barlow be ordered to cease and desist from committing or causing violations of and any future violations of Section 5(a), 5(c), and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; and from causing violations of and any future violations of Section 13(a) of the Exchange Act and Rules 13a-1, 13a-10, 13a-11, 13a-13, 12b-20, and 12b-25 thereunder. The Division also requests that Respondent Barlow be denied the privilege of appearing or practicing before the Commission as an accountant pursuant to Rule 102(e)(1)(ii) and (iii) of the Commission's Rules of Practice.

In view of the foregoing, I find it in the public interest to order that Respondent Barlow cease and desist from committing or causing violations of and any future violations of Section 5(a), 5(c), and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; and from causing violations of and any future violations of Section 13(a) of the Exchange Act and Rules 13a-1, 13a-10, 13a-11, 13a-13, 12b-20, and 12b-25 thereunder. I further find that it is in the public interest to permanently deny Respondent Barlow the privilege of appearing or practicing before the Commission as an accountant pursuant to Rule 102(e)(1)(ii) and (iii) of the Commission's Rules of Practice.

Accordingly, it is ORDERED that Respondent Jethro J. Barlow, CPA, cease and desist from committing or causing violations of and any future violations of Section 5(a), 5(c), and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; and from causing violations of and any future violations of Section 13(a) of the Exchange Act and Rules 13a-1, 13a-10, 13a-11, 13a-13, 12b-20, and 12b-25 thereunder. It is further ORDERED that Respondent Jethro J. Barlow, CPA, is permanently denied the privilege of appearing or practicing before the Commission as an accountant pursuant to Rule 102(e)(1)(ii) and (iii) of the Commission's Rules of Practice.

________________________________

James T. Kelly
Administrative Law Judge

Footnotes

1 The findings herein are binding solely upon Respondent Barlow, and not any other Respondent in this proceeding.